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:: Question :: My father is a founding shareholder holding 20% of ordinary shares of A Joint Stock Company, which was established in 2008. In early 2009, my father passed away without a will. Please kindly advise how my father’s shares of Company A will be dealt with? Is there any regulation in the Law on Enterprises that provides the heritance of such shares?
Answer:
Shares are capital contribution of shareholder in a joint stock company. When a shareholder dies, the share is considered as the inherited assets. In case a shareholder dies without a will, his shares shall be inherited by his heirs in ranks of inheritance pursuant in accordance with the laws on heritance.
There is no specific regulation in the 2005 Law on Enterprises providing heritance of shares in a joint stock company. Therefore, the heritance in your case shall be implemented pursuant to the 2005 Civil Code and the Company’s Charter (if any).
Pursuant to Article 676 of the 2005 Civil Code, it is understood that the shares shall be inherited for following rank of heritance:
- First rank of inheritance shall include wife, husband, biological father, biological mother, adoptive father, adoptive mother, biological children and adopted children of the decedent;
- Second rank of inheritance shall include paternal grandfather, paternal grandmother, maternal grandfather, maternal grandmother, natural brother(s) and sister(s) of the decedent; grand-children of whom the decedent is the paternal grandfather or grand-mother, maternal grandfather or grandmother;
- hird rank of inheritance shall include paternal and maternal great-grandparents; paternal and maternal uncles and aunts by blood of the decedent; nephews and nieces of whom the decedent is the paternal or maternal uncle or aunt by blood; great grand-children of whom the decedent is the paternal or maternal great grandparents.
Heirs belonging to the same rank of inheritance shall be entitled to equal portions in the estate.
Heirs belonging to the subsequent rank of inheritance shall be entitled to inheritance only if none of the heirs of the preceding rank of inheritance is left as they have died, are not entitled to the estate, are disinherited or disclaim the estate.
Therefore, heir(s) at law of the decedent shareholder must inform Company A about the heritance and will become founding shareholder(s) of the Company. In case any heir refuses to be a founding shareholder of the Company, he may transfer inherited shares to other founding shareholder or other person who is not founding shareholder if the General Meeting of Shareholder approves such transfer in accordance withArticle 84.5 of the 2005 Law on Enterprises 2005..
orther:
- » Question :: I am a member of the Supervisory Commission (the Commission) of a public company which is unlisted and termed from 2007 to 2010. Until now, my term is still valid. In 2009, I was [not] invited to attend any meeting of the company’s Commission. Recently, I also did not attend the Commission’s meeting to produce the Commission’s Report for submission to the General Shareholder’s Meeting (the Meeting) year 2010 on April 9. I was informed that this Commission’s Report was built by the Commissions’ Director (the another member of the Commission also did not attend). I would like to ask you whether the operation of the Commission like that is legal or not? Is the Report mentioned above legal? What should I do to comply with the rights, duties and obligations of a Commission’s member? (01/06/2010)
- » Question :: I am a president of the Management Board (“the Board”) of a public company. As per regulations, the term of the Board, Supervisory Commission (“the Commission”) is five (5) years. Therefore, the first term of the Board, Commission is due on November 2010. However, in order to facilitate the voting of the Board, the Commission in the second term, the Board would like to submit the General Shareholder’s Meeting (“the Meeting”) with the latest on April 19, 2010 for renewal of the first term of the Board, the Commission until April 2011. So, the question is that is the renewal true or not? If the shareholders are not taken opinions directly at the Meeting, can the Board collect opinions indirectly from shareholders in writing? If the Meeting does not pass the renewal, how can the voting of the Board, the Commission be taken in compliance with laws? (31/05/2010)
- » Question :: Our company registers shares at the Securities Depository Central (SDC), but cannot deposit, of which my 10.000 shares. So, can I transfer directly 2.000 shares to my brother and compliment 2.000 shares to my wife? (03/05/2010)
- » Question :: We are a unlisted public company which issued convertible bond (two years term) nearly two years ago. In the coming time, the company will register to list shares in the Ho Chi Minh City Stock Exchange (HOSE). In order to shorten time, will the company be able to conduct this procedure along with converting bonds to shares? (28/04/2010)
- » Question :: In 2009, the price of listed shares of many companies increased continuously. Therefore, such companies were required to provide explanation for such increase. There are many companies used the same explaining contents for different explanation. Please kindly provide the regulations on content of the explanation on increase of price of shares? (21/03/2010)